This study is to research the ¡§Corruption Prevention and Profits Promotion of Corporate Governance in our country¡¨. Recently, companies have encountered the corporate governance problems globally and indicate that corporate governance have not been fulfilled exactly. It not only failed to maximize the profit of shareholders and stakeholders, and even worse, unable to make the investment money get back. Furthermore, it will also cause bad effects that associate with the social instability and weaken the economic development. In view of the reasons that contribute to the occurrence of company scandals, most of people will think it¡¦s due to lack of monitoring and supervision of companies. But this should be merely the direct reasons. Apart form this, it has to be added with indirect causes of inability of company strategy leadership and cause financial problems to occur consequently. It¡¦s obvious that monitoring with corruption prevention and leadership work to profit promotion are two essential features of corporate governance. In the aspect of monitoring system enhancement, this paper has investigated the current supervision problems of corporate governance and provided improvement suggestions accordingly. To the issue of evaluating these two systems regarding independent directors and existing supervisors, several fundamental but important points have been reviewed and recommendations have been provided. In consideration of increasing leadership management performance and building a multi-purposes board, we recommend taking British mode of a balancing board as a good reference example. It¡¦s recommended that both characteristics of independent monitoring and excellent ability of promoting company¡¦s profit should be taken into account simultaneously when choosing directors. It¡¦s expected that the board can fulfill the duties of monitoring the company efficiently and playing the role as excellent navigator successfully to lead the company going forward continuously. It¡¦s all wish that owing to these dual functions have been stressed and developed; it can bring a new era to our corporate governance.

Thesis (DBA)--Macquarie University, Graduate School of Management, 2008. / Bibliography: p. 275-289. / Company directors have been in existence for more than four hundred years. In the past, they were considered to be a necessary part of corporate existence, and were usually appointed to a board by the CEO or chairman. However, they were usually mates from the 'boys club' and gained their position from whom they knew, and not from what they were capable of contributing. The appointment of independent directors became more normal, as shareholders looked for a way to wrest control back from management. But what independent directors really do and why they are there is not widely understood. A review of the literature relative to independent directors has identified a gap in the knowledge. This gap is the role of the independent director when considered from a commercial aspect; that is, those who observe or write about independent directors. --This thesis has attempted to generate a theory of the role of the independent director through a review of the literature and a subsequent series of interviews. Grounded theory was the chosen methodology for analysing the data and formulating a theory of the role because it allows the researcher to ground the theory in the data instead of establishing a hypothesis and testing it. --The resulting theory is more complex than it first appears. It was found that the primary role of the independent director is to improve the performance of the board and the company. This role is impacted by a number of factors, the two most influential being the information that is available to the independent directors, and the position of the company. This second factor is defined as the size of the company, where it is in its life cycle, and whether it is experiencing any significant change. --These findings enable a number of recommendations to be made to improve policy and practice, recognising the impact of information and company position on the ability of independent directors to contribute positively. It also raises several areas of further study to continue to refine the understanding of the role of the independent nonexecutive director in Australia. These include, among others, investigating the role from other viewpoints such as the board chair or company secretary, or researching the link between company position and information available to independent directors. / Mode of access: World Wide Web. / xiii, 303 p. ill

This study examines board meetings’ role in reducing the information gap between managers and independent directors. Using abnormal returns to insider trades as a proxy for insiders’ information level, I find no association between board meetings and the manager-director information gap for the pre-2003 period. However, in the post-2003 period, board meetings significantly increase directors’ information level relative to that of managers. I next identify that board meetings’ informational role is driven by the 2003 NASDAQ and NYSE board independence requirements. Further analyses support a causal link between board meetings and the smaller manager-director information gap post-2003. Furthermore, board meetings’ information role is more pronounced for directors who are relatively new to the firm, diverse directors, directors with outside connections, and directors sitting on certain committees. Lastly, using a subsample of firms that voluntarily disclose disaggregated information on board meetings, I find that the form of board meetings also matters: in-person board meetings reduce the manager-director information gap, while remote board meetings do not. Overall, board meetings’ informational efficacy depends on mandatory board independence, independent directors’ characteristics, and board meetings’ organizational forms.

The purpose for this paper is to determine whether there is any direct connection between board composition and R&D investments of Swedish listed companies. A century ago, Sweden was among the poorest nations in Europe, yet today Sweden is 3rd among world leaders in innovation. Innovation is approximated as a good proxy measurement for R&D investments. R&D has been the primary source for innovation because of today’s nature of economies in which firms are challenged with competitive advantage. R&D investments have become very essential for every organization as well, yet there is no clear relationship between board composition and R&D investments. The researchers sought to confirm whether the effects of board composition are not only to monitor but also to provide resources since R&D spending requires appropriate forms of control systems and proper level of resources in the form of skill, experience and knowledge. The researchers obtained that the Swedish code of corporate governance is the main form of regulation and control mechanism that are mandatory for the boards of listed companies to adapt and comply with. In this study, the researchers integrated agency theory, resource dependence theory, and stakeholder theory and stewardship theory perspectives to explain the effects of board composition on R&D investments. The hypotheses were derived from these mentioned theories, tested from the sample data of 68 companies extracted from listed firms in Stockholm Stock Market. Board tenure, board interlock, independent directors, and ownership of shares, board size, age diversity and gender diversity were used as the influential factors for R&D investments. Additionally, firm size, ROA, firm age and leverage were adopted as moderating variables to test the effect of board membership composition against R&D spending. However, only board interlock came out to be negative and significantly correlated at 5% level with R&D investments and the remaining variables were detected to have negative low correlations with R&D investment, though no significant associations were found. Out of the control variables chosen only ROA obtained a significantly negative low correlation at 1% level. The epistemological and ontological choices for this study were positivism and objectivism with deductive approach. In order to examine if there is a relationship between board composition and R&D investment, the researchers employed multiple regression analysis. The researchers also identified a research gap since they did not find any evidence of a study that examines board composition in relation to R&D investments in Sweden. As indicated by the results of this study, only board interlock has effect on R&D spending. Therefore, there is need for further research on R&D investments by examining other forms of board composition characteristics such as education and professional experience. Both qualitative and quantitative studies are recommendable in this area. The authors concluded that the board characteristics do not directly matter for Swedish corporations to invest annually in R&D activities. This paper provides full support to stakeholders’ theory and stewardship theory while partially agrees with agency theory and resource dependence theory. Key words: Corporate governance, Research and Development (R&D), board tenure, board interlock, independent directors, ownership, board size, age diversity and gender diversity.

本研究將總經理之異動分為自願性與非自願異動二種，主要探討董事會之特性與、控制股東與總經理發生非自願性異動間之關聯性，並且強調從董事會獨立性及最終控制者對董事會之控制力觀點，探討董事會解除總經理職務之決策行為。除此之外，本研究尚探討總經理異動後影響董事會選任繼任總經理之決策行為，主要從董事會之獨立性與異動前績效兩項觀點。研究樣本為民國八十八年至九十二年之台灣上市公司，探用Logit model來檢驗假說。 在總經理發生非自願性異動方面，實證結果顯示，當前期的績效愈差時，總經理發生非自願性異動的機率愈高，本研究並將董事會特性分為股權結構及董事會獨立性兩種，並加入最終控制者觀點，實證結果顯示，獨立董事的比率愈高，總經理發生非自願性異動的機率愈高，惟其結果不具統計上的重大性。總經理之持股比率佔董事全體持股比率較高時，愈容易發生總經理非自願性異動，但不具有統計上的重大性。當董事長與總經理為同一人時，較不易發生總經理非自願性異動。此外，在最終控制者方面，實證結果顯示，當控制股東席次控制權愈高時，總經理發生非自願性異動的機率愈低，控制股東的盈餘分配權與席次控制權的偏離程度愈大時，總經理發生非自願性異動的機率愈低，但不具統計上的重大性。 在繼任總經理特性與董事會特性關聯性方面，實證結果顯示，當異動前績效愈差時，董事會愈傾向於選用外部繼任者，但不具有統計上的重大性。獨立董事比率愈高，董事會愈傾向於選用外部繼任者。 　　整體而言，績效是影響我國上市公司總經理發生非自願性異動的重要原因之一，除此之外，董事長兼任總經理之情形，讓董事長有能力去阻止他們被撤換，進而降低總經理非自願性的離職機率。由於我國上市公司特殊的股權結構，使得控制股東掌控了董事會並且積極參與公司經營，造成董事會流於形式，無形中降低了董事會的監督職能，而設置獨立董事是提高董事會職能發揮的重要機制之一，在本研究中，雖未發現獨立董事的設置對於董事會的監督職能之顯著助益，但發現設置獨立董事在決定繼任者方面，能提出專業建言，使得董事會選任繼任總經理能有更廣泛的人選，而非侷限於公司內部。 / This research CEO turnover will divide into voluntary turnover and non- voluntary turnover. This research discusses the relationship among corporate performance, characteristics of board of the directors, non- voluntary CEO turnover and controlling shareholders. This research emphasizes the board of directors independence and the controlling shareholders’ controlling force over the board of directors and discusses the board of directors’ policy-making behavior of firing CEO.In addition, this research also discusses how does the board of directors appoint succeed CEO.The sample consists of all public companies listed on Taiwan Stock Exchange Corporation over the four-year period 2000-2003.According to previous studies, the characteristics of the board of directors are ownership structure and independence. This research also considerate the controlling shareholders. This research provides evidence on the relationship between non- voluntary CEO turnover and corporate performance. The likelihood of non- voluntary CEO turnover is significantly negatively related to the pre-performance. Non- voluntary CEO turnover rate is low when the chairman of the board and CEO are the same person. In addition, this research provides evidence on the relationship between the board of directors independence and the characteristics of the succeed CEO.When the fraction of outside directors is high, the board of directors comparatively possibly appoints the outsider successor.

我國於2006年1月11日修正公布證券交易法，正式引進獨立董事及審計委員會制度。國內設置獨立董事制度時間尚短，正處於持續探索與完善的階段。不僅各界學者對此改革有不同看法，其實行效果亦有待檢驗。對於國內獨立董事制度未來將會如何發展，是否能夠發揮監督力量，仍有待觀察。 　　本研究以2001年至2005年之上市公司為研究對象，透過t檢定與迴歸模型分析我國獨立董事制度與監督績效之關係；檢視法令賦予獨立董事之職責是否確能發揮，並探討主管機關於2002年起積極鼓勵公司設置獨立董事是否對公司監督機制造成結構性改變。實證結果發現，獨立董事對公司重大事項能發揮監督功能，惟監督績效未如預期明顯，需有強化監督之必要；此外，公司監督機制於該制度實施前後存在結構性改變，此改變於制度實施當年度最顯著，之後隨著制度開始實施而逐漸縮小改變差距。 / The newly amended Securities and Exchange Law has stipulated the set up of independent directors and audit committee on January 11, 2006 in Taiwan. The set up of the system is only for a short time and continues to explore with the implementation. There are different views on the reform, and the efficiency has to be tested. The future development and oversight function of independent directors are needed to observe. This study examines the relationship of independent directors and monitoring effectiveness by using a sample of listed companies from 2001 to 2005. Whether the responsibilities under the Act are executed, and if there are structural changes because authorities encourage the initial public offerings set up independent directors since 2002. The results show that independent directors can play a major oversight function on major company matters, but monitoring effectiveness is not significant as expected and needs to strengthen it. In addition, there are structural changes before and after the implementation of policies, and it is most significant in 2002, after gradually smaller with time.

本研究利用2000年至2004年的資料，分析獨立董事與監察人的設置 (以下簡稱為獨立董監) 與公司債務資金成本的關聯性。在以利息費用除以付息負債做為代理變數的前提之下，本研究的實證結果顯示，無論以當期利率水準、次期利率水準或者利率水準的變化做為被解釋變數，均顯示聘任獨立董監的企業會享有較低的債務資金成本。此外，進一步的分析也發現，無論以簡單的單變量模型、普通最小平方法或者利用縱橫面資料 (panel data) 模型，都得一致性地得到獨立董監得以有助於減緩公司與債權人間代理成本的實證結果。就控制變數而言，與預期相同，較完備的公司治理、較高的企業規模以及較佳的營運績效均與債務資金成本具有負向的關聯性。 / Corporate governance has become an imperative issue recently, especially the focus on the independent director system. Securities and Futures Commission has requested that those applying to be listed companies should set up the independent director systems for the purpose of building better corporate governance systems. In the framework of corporate governance formulated by the World Bank, as an essential capital provider or financial statement user, creditor plays an indispensable role. But few literatures has conducted to evaluate the relationship between the cost of debt financing and corporate governance, much less with the independent directors. Therefore, this study based on a sample of listed companies data in Taiwan Economic Journal over the period of 2000 to 2004 is to explore the relationship between independent directors and cost of debt and expected to provide the financial institutions determining the borrowing rate with some empirical results. The results indicate the cost of debt, whether based on the level analysis or change analysis of ordinary least square model or panel data analysis, is inversely related to the independent directors with significance at 1% level, suggesting that the enterprise with independent directors having the lower cost of debt in favor of the hypothesis. The analysis also indicates the relationship of the control variables of board characteristics, such as the ratio of the stock held by the board and supervisors is inversely with cost of debt、the higher ratio of the pledged shares held by the board and supervisors with the higher cost of debt and the enterprise with the combined titles of the chairman and CEO has higher cost of debt, follow our expectation again.

本研究主要探討公司設置獨立董監事及其專業性，對於分析師進行公司盈餘預測時是否會產生影響。由於上市櫃審查準則的規範，本研究將樣本分為兩群，第一群樣本為受此準則規範，須強制設置獨立董監事之IPO公司，第二群樣本為不受此準則規範之上市櫃公司，以研究透過獨立董監的設置，是否會對分析師行為產生影響。 研究結果發現，獨立董事的設置有助於降低分析師預測離散度，尤其是具有專業背景之獨立董事，對於降低分析師的預測誤差及預測離散度有顯著影響；在獨立監察人方面，僅具專業背景之獨立監察人對於提升分析師跟隨人數有顯著影響。另外，亦發現受規範公司樣本對於分析師預測行為之影響力明顯大於不受規範公司樣本，本研究推論其原因為國內除了新上市櫃有因應法規之需求而設置獨立董監事外，一般上市櫃公司並無強大誘因促使其設立獨立董監事，造成自願設置之樣本數量過少，而導致其實證結果不顯著。 / This study investigates the effect on the forecasting behavior of analysts through employing independent directors or independent supervisors and their professional background. According to the listed examination criterion of TSEC and OTC, the samples are classified into two groups: companies regulated by the law and non-regulated companies. The empirical results suggest that independent directors contribute to reducing forecasting dispersion of analysts. Furthermore, independent directors who have professional background contribute to reducing forecasting dispersion and forecasting error of analysts. In terms of independent supervisors, only people who have professional background are positively related with analyst following. The results also show that regulated companies have more significant influence on analysts than non-regulated companies do, indicating that in response to the listed examination criterion of TSEC and OTC, regulated companies have to employ independent directors and independent supervisors. On the other hand, there is no motive for non-regulated companies to employ independent directors and independent supervisors, resulting in no significant impact on forecasting behavior of analysts.

Sammanfattning Examensarbete, Civilekonomprogrammet Titel: Accounting Hocus-Pocus - En studie över de oberoende styrelseledamöternas påverkan på resultatmanipulering. Bakgrund: De principbaserade regelverk som börsnoterade företag tvingas följa, skapar utrymme för ledningen att manipulera redovisningen. Utöver dessa möjligheter kan ledningen dessutom genom manipulation av kassaflödet, justera företagets resultat. När dessa resultatmanipulationer används med fel avsikt riskerar de att minska informationsvärdet av företagets redovisning. Vi ställer oss frågande till hur styrelsens oberoende kan förklara resultatmanipulering. Syfte: Studien avser att förklara i vilken utsträckning resultatmanipulering i svenska företag påverkas av styrelsens oberoende. Metod: Genom användning av tvärsnittsstudie med en deduktiv ansats har studien granskat huruvida resultatmanipulering påverkas av styrelseledamöternas oberoende, samt av olika attribut som anses förstärka ledamöternas övervakande effekt. Studiens hypoteser formulerades med hjälp av teorier som PAT, Agentteorin och Stewardshipteorin som sedan testades mot data insamlad från företag på Stockholmsbörsen för år 2017. Slutsatser: Studien finner avvikelser mellan resultaten för redovisningsmanipulation och kassaflödesmanipulation. Resultatet visar att oberoende styrelseledamöter i svenska styrelser har en negativ relation till kassaflödesmanipulering, medan relationen till redovisningsmanipulation är positiv. / Abstract Master Thesis in Business Administration Titel: Accounting Hocus-Pocus - A study of the independent directors effect on earnings management Background: The principle-based regulation that listed companies are obliged to follow gives the management opportunities to manipulate the accounting with discretionary accruals, and thereby changing the reported earnings of the company.  The management could also manipulate the earnings through real activities manipulation. When these acts of earnings management are used with the wrong intentions it could reduce the information value of the company’s financial reports. We are questioning how different board dependence and -independence could explain earnings management. Purpose: The study aims to explain to what extent earnings management in Swedish companies is affected by board independence. Method: By using a cross-sectional study with a deductive approach our study has researched how earnings management is affected by board independence, and how different attributes is to enhance the independent board members monitoring. Hypotheses were formed through theories such as PAT, Agency theory and Stewardship theory which later was tested with data gathered from companies of the Stockholm stock exchange of the year 2017. Conclusions: Our study finds a difference between the results of manipulation through the discretionary accruals and real activities manipulation. The result show that independent directors have a negative effect on cash flow manipulation while they have a positive effect on accounting manipulation.

關係人交易向為我國上市公司常見之交易型態，關係人交易雖具內部交易利益，但交易對象存在特殊關係有助於「利益輸送」或「盈餘操縱」之操作，故有論者認為關係人交易乃控制股東侵佔其他股東財富之重要工具。而台灣獨特的家族型企業結構及其所衍生的不健全公司治理架構，可能是近年來我國資本市場關係人交易弊案頻傳的主因。 台灣證券交易所於2002年2月22日起，要求首次申請上市公司至少須設置二席獨立董事及一席獨立監察人，企望藉此改善上市公司之內部治理架構。儘管過去研究顯示，董事會獨立性是董事會功能能否發揮之重要因素，然各界對此制度仍有所疑慮。因此，本研究以多元迴歸分析及單變量檢定，探討獨立董監制度及關係人交易之關係，分析獨立董監制度對上市公司之實質效益。實證結論如下： 1.相較於未引進獨立董監制度公司，引進獨立董監制度公司在關係人進貨、關係人應付融資及關係人其他支出等可能具有內部利益之關係人交易型態，關係人交易比率較高，而這可能也是獨立董監制度積極監督之正面效應。 2.相對於未引進獨立董監制度公司，自願及非自願引進公司之關係人應收融資比率較高，代表獨立董事、獨立監察人對內部利益明顯的關係人應付融資交易，能扮演著積極推動並消弭歧見的角色。 3.相較於非自願引進獨立董監制度公司，自願引進公司具有較低之關係人背書保證比率。顯示自願引進公司藉獨立董監之監督，能有效減少不利公司績效之關係人背書保證交易。 4.適用獨立董監條款之新上市公司上市後第二年度關係人銷貨及關係人應收融資顯著低於上市前第二年度之水準，代表獨立董監制度的實質監督效果可能須經兩年以上時間才得以顯現。 基於上述結論，本研究對我國獨立董監制度提出下列建議：一、擴大獨立董監制度之適用範圍；二、考慮獨立董監實質效益之顯現時程，對其任期加以規範；三、積極建構完善的市場機制，迫使控制股東自發地強化公司治理機制。 / The related-party transaction is the general transaction mode in Taiwan. Although the related-party transaction brings internal transaction profit, the clients with special relationship could help earnings management or the interest conveyance so the related-party transaction is considered as the significant tool to keep the shareholders from invading other’s fortune. Besides, the malady of the related-party transaction happened frequently in the capital market in Taiwan, and this condition could be refer to the unique structure and the unsound governmence of the companies run by the family members. Taiwan Stock Exchange Corporation(TSEC) claimed the qualification for the first time to apply to be the listed company that from Feb. 22, 2002, there should be at least two independent directors and one independent supervisor. By this way, TSEC hope to make an improvement on the governmance of the listed companies. The former research shows that the characteristic of independent directorate is the leading factor to decide if the directorate could be into full play, but we still doubt for this system. Therefore, this research adopts the Multiple Regression Analysis, T-test and Wilcoxon Sign Rank Test to illustrate the relations between the system of independent directors and supervisors and the related-party transaction, and to analyze the real effect which the system of independent directors and supervisors makes on the listed companies. The results are as follows, 1. Compared with the companies without the system of independent directors and supervisors, the companies with the system of independent directors and supervisors possess higher ratio of related-party transaction because the related- party have the internal transaction profit on merchandise, payables and other expenses. This condition could express that the system makes the positive effect on supervising. 2. Compared with the companies without the system of independent directors and supervisors, the companies voluntarily or involuntarily using the system of independent directors and supervisors possess higher ratio of the payables. This situation means that the independent directors and independent supervisors play the significant role on promoting the transactions and eliminating the diversities when the related-parties make payables transaction. 3. Compared with the companies without the system of independent directors and supervisors, the companies voluntarily using the system of independent directors and supervisors possess the lower ratio of the assurance of related- party. This condition illustrates that the system of independent directors and supervisors could reduce the adverse transaction of assurance. 4. The second year of the IPO companies which adopt the system of independent directors and supervisors have lower related-party sales and payables than before being listed companies in their second year. This fact tells us the real effect might take more than two years to carry out. In conclusion, this research offers the suggestions of the systems of independent directors and supervisors in Taiwan as below. First, the qualification of the system of independent directors and supervisors should be broadened. Second, the terms of the directors and supervisors should be made the reasonable consideration because the real effect might take time to carry out. Finally, the market mechanism should be more complete to force the blockholder to enhance the governmace of the company.